Elkem — AGM Information 2019

Apr 30, 2019

MINUTES OF ANNUAL GENERAL MEETING

OF

ELKEM ASA

REG NO 911 382 008

On 30 April 2019, the annual general meeting of Elkem ASA (the "Company") was held at Felix conference centre, Bryggetorget 3, Vika in Oslo.

The following matters were discussed:

개 OPENING OF THE ANNUAL GENERAL MEETING BY THE CHAIRMAN OF THE BOARD OF DIRECTORS

The general meeting was opened by the chairman of the board who registered the shareholders present at the general meeting, either by advance vote, in person or by proxy. The register of attending shareholders, including the number of shares and votes represented, is included as Appendix 1 to these minutes.

418 069 735 of a total of 581 310 344 shares and votes, equal to 71, 92 % of the share capital, was represented at the general meeting.

2 ELECTION OF A PERSON TO CHAIR THE MEETING AND A PERSON TO CO-SIGN THE MINUTES

Hans Cappelen Arnesen was elected to chair the meeting. Erik Must was elected to co-sing the minutes with the chairman of the general meeting.

3 APPROVAL OF THE NOTICE AND THE AGENDA

The chairman of the meeting noted that there were no objections to the agenda. The chairman of the meeting declared the annual general meeting lawfully convened.

4 APPROVAL OF THE ANNUAL ACCOUNTS AND THE REPORT OF THE BOARD OF DIRECTORS FOR ELKEM ASA AND THE GROUP, INCLUDING DISTRIBUTION OF DIVIDEND

The chairman of the general meeting informed that Elkem's annual report, including the annual accounts and the report from the board of directors for the financial year 2018, as well as the auditor's report, had been made available on the Company's homepage and that further citation therefore was unnecessary.

In accordance with the proposal from the board of directors, the general meeting adopted the following resolution:

"The annual accounts for 2018, the directors' report for Elkem ASA and the group, including the proposed dividend of NOK 2.60 per share, is approved."

THE BOARD OF DIRECTORS' REPORT ON CORPORATE GOVERNANCE 5

The chairman of the general meeting referred to the board of directors' report on corporate governance which has been published on https://www.elkem.com/investor/debt-and-shareinformation/annual-general-meeting and included in the annual report from page 41.

The general meeting took notice of the board of directors' report on corporate governance.

6 THE BOARD OF DIRECTORS' DECLARATION ON STIPULATION OF SALARY AND OTHER REMUNERATION TO THE CORPORATE MANAGEMENT

The chairman of the general meeting referred to the board of directors' declaration on stipulation of salary and other remuneration to the corporate management which had been published on https://www.elkem.com/investor/debt-and-shareinformation/annual-general-meeting and included in note 12 in the annual report.

6.1 other remuneration to the corporate management

In accordance with the proposal from the board of directors, the general meeting adopted the following resolution:

"The general meeting endorses the board of directors' guidelines on stipulation of salary and other remuneration to the corporate management".

6.2 Approval of the board of directors guidelines for remuneration linked to the development of the company's share price

In accordance with the proposal from the board of directors, the general meeting adopted the following resolution:

"The general meeting approves the proposal related to guidelines for remuneration linked to the development of the company's share price as described in the declaration on stipulation of salary and other remuneration to the corporate management."

7 APPROVAL OF REMUNERATION TO THE COMPANY'S EXTERNAL AUDITOR FOR 2018

In accordance with the proposal from the board of directors, the general meeting adopted the following resolution:

"The fee of NOK 4,193,540 to the Company's external auditor, KPMG AS, for the financial year 2018 is approved."

AMENDMENT TO THE ARTICLES OF ASSOCIATION 8

In accordance with the proposal from the board of directors, the general meeting adopted the following resolution:

"Item 5 of the articles of association is amended to read as follows:

"§ 5 Board

The company's board of directors shall consist of 3-11 members, according to the decision of the general meeting.""

The new articles of association is available at https://www.elkem.com/investor/debt-and-shareinformation/annual-general-meeting.

இ ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS

In accordance with the proposal from the nomination committee, the general meeting adopted the following resolution:

"The following persons are elected as shareholder elected board members:

• (i) Michael Koenig, as chairman of the Board for a period of two (2) years;
• (ii) Zhigang Hao, as board member for a period of two (2) years;
• (iii)
• (iv)
• (v)
• (vi) Anja Dotzenrath, as board member for a period of two (2) years;
• (vii) Caroline Gregoire Sainte Marie, as board member for a period of one (1) year; and
• (viii) Dag Jakob Opedal, as board member for a period of one (1) year."

10

In accordance with the proposal from the nomination committee, the general meeting adopted the following resolution:

"The following persons are elected as members of the nomination committee:

• (i)
• (ii) Olivier Tillette de Clermont-Tonnerre, as member of the nomination committee for a period of two (2) years; and
• (iii) Anne Kjølseth Ekerholt, as member of the nomination committee for a period of two (2) years."

11 DIRECTORS

In accordance with the proposal from the nomination committee, the general meeting adopted the following resolution:

"The remuneration payable to members of the board of directors as proposed by the nomination committee is approved."

DETERMINATION OF REMUNERATION FOR THE NOMINATION COMMITTEE 12 -

In accordance with the proposal from the nomination committee, the general meeting adopted the following resolution:

"The remuneration payable to the members of the nomination committee as proposed by the nomination committee is approved."

13 BY UP TO 10%

In accordance with the proposal from the board of directors, the general meeting adopted the following resolution:

• "Pursuant to Section 10-14 of the Norwegian Public Limited Companies Act, the board of (i) directors is granted an authorisation to increase the Company's share capital with an amount up to NOK 290,655,172 - corresponding to 10 per cent of the current share capital.
• (ii) The authorisation is valid until the Company's annual general meeting in 2020, but no longer than to and including 30 June 2020.
• (iii) The shareholders' preferential right to the new shares pursuant to Section 10-4 of the Norwegian Public Limited Companies Act may be deviated from.
• (iv) The authorisation covers share capital increases against contribution in kind, cf. Section 10-2 of the Norwegian Public Limited Companies Act.
• (v) The authorisation covers share capital increase in connection with mergers pursuant to Section 13-5 of the Norwegian Public Limited Companies Act."

14 IN CONNECTION WITH THE SHARE INCENTIVE PROGRAM FOR CORPORATE MANAGEMENT

In accordance with the proposal from the board of directors, the general meeting adopted the following resolution:

• (i) "Pursuant to Section 10-14 of the Norwegian Public Limited Companies Act, the board of directors is granted an authorisation to increase the Company's share capital with an amount up to NOK 40,000,000.
• (ii) than to and including 30 June 2020.
• (iii) The shareholders' preferential right to the new shares pursuant to Section 10-4 of the Norwegian Public Limited Companies Act may be deviated from.
• (iv) The authorisation does not cover share capital increases against contribution in kind, cf. Section 10-2 of the Norwegian Public Limited Companies Act.
• (v) to Section 13-5 of the Norwegian Public Limited Companies Act.
• (vi) Enterprises, this authorisation replaces the corresponding authorisation to increase the share capital granted to the board of directors at the extraordinary general meeting held on 28 February 2018."

15

In accordance with the proposal from the board of directors, the general meeting adopted the following resolution:

• (i) directors is granted an authorisation to, on behalf of the company, acquire own shares with a total nominal value of up to NOK 290,655,172, corresponding to 10 per cent of the current share capital.
• (ii) The maximum amount to be paid for each share is NOK 150 and the minimum amount is NOK 1.
• (iii) appropriate, provided however, that acquisition of shares not shall take place by way of subscription.
• (iv) The authorisation is valid until the Company's annual general meeting in 2020, but no longer than to and including 30 June 2020.
• (v) Shares acquired under the authorization may either be used to fulfil the Company's obligations in connection with acquisitions, incentive arrangements for employees, fulfilment of earn-out arrangements, be sold to strengthen the Company's equity or be deleted."

* * *

There were no further matters to be discussed, and the general meeting was adjourned.

Oslo, 30 April 2019

Hans Cappelen Arnesen Chairman of the general meeting

Erik Must

Co-signer

APPENDICES:

1. Register of shareholders present at the general meeting including number of shares and votes represented

2. Voting results

Total Represented

ISIN:	NO0010816093 ELKEM ASA
General meeting date: 30/04/2019 09.00
Today:	30.04.2019

Number of persons with voting rights represented/attended : 15

	Number of shares % sc
Total shares	581,310,344
- own shares of the company	0
Total shares with voting rights	581,310,344
Represented by own shares	358,194,944	61.62 %
Represented by advance vote	159,949	0.03 %
Sum own shares	358,354,893	61.65 %
Represented by proxy	5,649,154	0.97 %
Represented by voting instruction	54,065,688	9.30 %
Sum proxy shares	59,714,842	10.27 %
Total represented with voting rights	418,069,735 71.92 %
Total represented by share capital	418,069,735 71.92 %

Registrar for the company:

DNB Bank AŞA

Ana

Signature company:

elkem asa una س >

Protocol for general meeting ELKEM ASA

ISIN: NO0010816093 ELKEM ASA General meeting date: 30/04/2019 09.00 Today: 30.04.2019

Shares class	FOR	Against	Poll in	Abstain		Poll not registered Represented shares with voting rights
Agenda item 2 Election of chairperson for the meeting and a person to co-sign the minutes
Ordinær	418,067,232	O	418,067,232	2,503	0	418,069,735
votes cast in %	100.00 %	0.00 %		0.00 %
representation of sc in %	100.00 %	0.00 %	100.00 %	0.00 %	0.00 %
total sc in %	71.92 %	0.00 %	71.92 %	0.00 %	0.00 %
Total	418,067,232		0 418,067,232	2,503	O	418,069,735
Agenda item 3 Approval of the notice and the agenda
Ordinær	418,067,251	0	418,067,251	2,484	0	418,069,735
votes cast in %	100.00 %	0.00 %		0.00 %
representation of sc in %	100.00 %	0.00 %	100.00 %	0.00 %	0.00 %
total sc in %	71.92 %	0.00 %	71.92 %	0.00 %	0.00 %
Total	418,067,251	0	418,067,251	2,484	0	418,069,735
Agenda item 4 Approval of the annual accounts and the report of the board of directors for Elkem ASA and the group, including distribution of dividend
Ordinær	418,069,725	0	418,069,725	10	0	418,069,735
votes cast in %	100.00 %	0.00 %		0.00 %
representation of sc in %	100.00 %	0.00 %	100.00 %	0.00 %	0.00 %
total sc in %	71.92 %	0.00 %	71.92 %	0.00 %	0.00 %
Total	418,069,725	O	418,069,725	10	O	418,069,735
Agenda item 6.1 Advisory vote related to the board of directors guidelines on stipulation of salary and other remuneration to the corporate management
Ordinær	381,790,808	36,275,761	418,066,569	3,166	0	418,069,735
votes cast in %	91.32 %	8.68 %		0.00 %
representation of sc in %	91.32 %	8.68 %	100.00 %	0.00 %	0.00 %
total sc in %	65.68 %	6.24 %	71.92 %	0.00 %	0.00 %
Total	381,790,808	36,275,761	418,066,569	3,166	O	418,069,735
Agenda item 6.2 Approval of the board of directors' proposal related to guidelines for remuneration linked to the development of the company's share price
Ordinær	391,990,252	26,078,917	418,069,169	રેણે સ્વિક	0	418,069,735
votes cast in %	93.76 %	6.24 %		0.00 %
representation of sc in %	93.76 %	6.24 %	100.00 %	0.00 %	0.00 %
total sc in %	67.43 %	4.49 %	71.92 %	0.00 %	0.00 %
Total	391,990,252 26,078,917 418,069,169			રેણે	O	418,069,735
Agenda item 7 Approval of remuneration to the company's external auditor for 2018
Ordinær	417,951,838	115,413	418,067,251	2,484	0	418,069,735
votes cast in %	99.97 %	0.03 %		0.00 %
representation of sc in % total sc in %	99.97 % 71.90 %	0.03 % 0.02 %	100.00 %	0.00 %	0.00 %
Total	417,951,838		71.92 % 115,413 418,067,251	0.00 % 2,484	0.00 %
Agenda item 8 Proposal to amend the articles of association					0	418,069,735
Ordinær	417,913,654	153,452	418,067,106	2,629	O
votes cast in %	99.96 %	0.04 %		0.00 %		418,069,735
representation of sc in %	99.96 %	0.04 %	100.00 %	0.00 %	0.00 %
total sc in %	71.89 %	0.03 %	71.92 %	0.00 %	0.00 %
Total	417,913,654			2,629	O
153,452 418,067,106 418,069,735 Agenda item 9 Election of members to the board of directors - In accordance with the nomination committee's proposal
Ordinær	413,540,568	1,857,854	415,398,422	2,671,313	0	418,069,735
votes cast in %	99.55 %	0.45 %		0.00 %
representation of sc in %	98.92 %	0.44 %	99.36 %	0.64 %	0.00 %
total sc in %	71.14 %	0.32 %	71.46 %	0.46 %	0.00 %
Total	413,540,568		1,857,854 415,398,422	2,671,313	O	418,069,735
Agenda item 10 Election of members of the nomination committee - In accordance with the nomination committee's proposal
Ordinær	399,247,619	2,716,782	401,964,401	16,105,334	O	418,069,735
votes cast in %	99.32 %	0.68 %		0.00 %
representation of sc in %	95.50 %	0.65 %	96.15 %	3.85 %	0.00 %
total sc in %	68.68 %	0.47 %	69.15 %	2.77 %	0.00 %
Total	399,247,619		2,716,782 401,964,401 16,105,334		0	418,069,735

Shares class	FOR	Against	Poll in	Abstain		Poll not registered Represented shares with voting rights
Agenda item 11 Determination of remuneration payable to members of the board of directors - In accordance with the
nomination committee's proposa
Ordinær	418,065,726	2,693	418,068,419	1,316	0	418,069,735
votes cast in %	100.00 %	0.00 %		0.00 %
representation of sc in %	100.00 %	0.00 %	100.00 %	0.00 %	0.00 %
total sc in %	71.92 %	0.00 %	71.92 %	0.00 %	0.00 %
Total	418,065,726		2,693 418,068,419	1,316	O	418,069,735
Agenda item 12 Determination of remuneration for the nomination committee - In accordance with the nomination
committee's proposal
Ordinær	418,065,420	2,693	418,068,113	1,622	0	418,069,735
votes cast in %	100.00 %	0.00 %		0.00 %
representation of sc in %	100.00 %	0.00 %	100.00 %	0.00 %	0.00 %
total sc in %	71.92 %	0.00 %	71.92 %	0.00 %	0.00 %
Total	418,065,420		2,693 418,068,113	1,622	O	418,069,735
Agenda item 13 Authorisation to the board of directors to increase the share capital by up to 10%
Ordinær	418,064,330	4,839	418,069,169	566	0	418,069,735
votes cast in %	100.00 %	0.00 %		0.00 %
representation of sc in %	100.00 %	0.00 %	100.00 %	0.00 %	0.00 %
total sc in %	71.92 %	0.00 %	71.92 %	0.00 %	0.00 %
Total	418,064,330		4,839 418,069,169	566	O	418,069,735
Agenda item 14 Authorisation to the board of directors to increase the share capital in connection with the share
incentive program for corporate managemen
Ordinær	403,104,394	14,963,203	418,067,597	2,138	0	418,069,735
votes cast in %	96.42 %	3.58 %		0.00 %
representation of sc in %	96.42 %	3.58 %	100.00 %	0.00 %	0.00 %
total sc in %	69.34 %	2.57 %	71.92 %	0.00 %	0.00 %
Total			403,104,394 14,963,203 418,067,597	2,138	0	418,069,735
Agenda item 15 Authorisation to the board of directors to acquire own shares
Ordinær	418,046,899	72	418,046,971	22,764	0	418,069,735
votes cast in %	100.00 %	0.00 %		0.00 %
representation of sc in %	100.00 %	0.00 %	100.00 %	0.01 %	0.00 %
total sc in %	71.92 %	0.00 %	71.92 %	0.00 %	0.00 %
Total	418,046,899	72	418,046,971	22,764	O	418,069,735

Registrar for the company:

Signature company:

DNB Bank AŞA elkem asa C

Share information

	Name Total number of shares Nominal value Share capital		Voting rights
Ordinær	581,310,344	5.00 2,906,551,720.00 Yes
Sum:

§ 5-17 Generally majority requirement

requires majority of the given votes

§ 5-18 Amendment to resolution
Requires two-thirds majority of the given votes
like the issued share capital represented/attended on the general meeting